Counting Stars
by SPNWizard
Summary: Tony's always had the worst luck with nightmares. However, in the past he's had to face them alone. This time, though, someone finally gets it into the billionaire's head that Tony's got a family he can count on. AoU accompaniment fic. One-Shot


**This fic was my excuse to write a little bit of Tony Whump! Anyways, I hope you enjoy!**

 **S** **et sometime during AoU**

* * *

Tony gasped as he shot up in bed, sweat soaking his skin and that achey feeling of his heart trying to leap out of his chest. He wished he couldn't remember what had woken him up, that he didn't have to revisit the nightmare that confused the hell out of him. It wasn't just seeing everyone he cared about dead on the battlefield, it wasn't just the Chitauri that seemed to be floating in from a wormhole, no... it was the words that kept repeating in his head, even when he wanted to strangle that sentence till it didn't exist anymore

 _"You could've... saved... us," Steve choked out his last words before his hand sank away from Tony's arm and back to his side as the spark in his eyes faded away._

Tony shook his head, trying to clear his thoughts. Stupid witch powers... stupid visions... stupid fears... When did everything get so damn complicated? It seemed like yesterday that the team had moved into the Avengers Tower, it seems only hours ago that Tony had created his own nightmare...

 _Ultron..._

If Tony could go back in time and redo everything, he would. He would've told Bruce what he was planning to do, he would've told Steve... Tony blinked as he thought for a moment. Looking back at everything, would he have told the super solider? It's not like the man considered him a friend, even if Tony was starting to accept him as one. However, if Tony had to admit everything to himself, he probably wouldn't have told anyone. He would've done it again because it was his fatal flaw. He saw that... vision or whatever the hell it was... and he cracked, he panicked and he created something that was _supposed_ to prevent anything like that from happening. Now, though, Tony started the one thing that he swore to himself he would never get involved with again. He started a war... a battle between human kind and a psychopathic robot.

Sighing, Tony shook his head once more before glancing around the room before him. They had camped out at Clint's farm for the night, hoping to catch some sleep and create a plan before heading out to face the nightmare of Tony's existence. Natasha and Bruce had camped together in a room and Tony couldn't help but smirk at that thought. Bruce had been pining for the assassin ever since he first met her on the Helicarrier. Maybe the two of them finally grew a pair of grown-up pants and acted on their feelings. The only downside, though... Tony was rooming with Steve. As much as Tony had trouble standing the guy, he wasn't happy with Steve's offer of sleeping on the floor so Tony could have the bed to himself. Tony even offered to take the floor so Steve could have the bed, but Steve wasn't hearing it. Maybe it was the guy's selflessness, Tony wasn't sure, but if it was one thing that he did know, Steve had to be careful before someone took advantage of that selflessness. Believe it or not, there's a thing of being _too selfless_ and that's what can end up getting you killed.

The soft snores that echoed from the left side of the bed indicated that Steve was still asleep and Tony was grateful for that. He really just wanted some fresh air and some alone time to gather his thoughts.

Creeping out of bed as quietly as he could, Tony snuck out of the bedroom, down the stairs of the house and out of the door without waking anyone, which was surprising to say the least since he was in a house full of Superheroes and assassins. He didn't look a gift horse in the mouth though as he walked out onto the lawn before laying down in the grass, staring out at the stars in the night sky.

When Tony was younger, Aunt Peggy used to take him stargazing quite a bit. It started out when Tony was young, when Howard was working late and his mother was preoccupied. It helped Tony forget about his parents being busy and he just soaked in the relaxation he felt from watching the stars. It made him feel free, it made him feel like he could just reach out and touch the stars and maybe it could whisk him away for just a little bit longer before he had to return to reality.

Even when he was sent to boarding school, he managed to sneak away and stare at the night sky for a few hours before he went to bed. It was a rare occurrence then, but Tony took the chance whenever he had it.

Then Howard and Maria were killed and Tony was left all alone. Peggy began to be gone more often and Tony had a company to take over at such a young age. It would be years before Tony would have a chance to visit the stars. The next time Tony looked at the night sky, he was in his thirties and also testing his first Iron-Man suit. The next time after that would've been the night after the Chitauri invasion. And then the next time would be right now. Crazy, right?

From tracing shapes in the stars, to imagining himself floating in the sky, he was so absorbed in himself that he didn't hear someone come to lay down beside him until they spoke.

"I used to do this during the war years," Steve mused, looking up at the sky. "Seeing them shining so bright gave me hope that there was light at the end of that war-long tunnel."

Tony smiled sadly, "Aunt Peggy was the one who introduced me to stargazing. Maria and Howard were always busy and when I started getting lonely, she took me out to the meadow to look at the stars." Tony wasn't sure why he said it, but it just slipped out before he had a chance to stop himself.

Steve frowned looking over at the billionaire, "You knew Peggy?"

Tony nodded. "Howard and her were good friends. She was around whenever I was left alone."

"I'm guessing that was often?"

"Too often."

Steve hummed in acknowledgement before an awkward silence filled the air between them. It was like Steve wanted to ask something, but was too afraid to speak up in case it offended the other man.

"I can practically hear you thinking," Tony glanced at the solider. "Whatever it is you might as well just say it before your brain explodes."

"What was she like... after, well..." Steve trailed off.

"After you fell into the ice?" Tony finished.

Steve cleared his throat, "It's just, I..."

"You what?" Tony raised an eyebrow at him. "What's going on, Rogers, 'cause I have a feeling that it's not just curiosity."

Steve sat up, "You know what? Just forget I asked anything. It was stupid."

Tony also sat up, suspicion creeping into his veins. "It's about what that bitch showed you, isn't it? Did you get a face full of '40s flashbacks?"

Steve didn't say anything, but he didn't deny it either. He just sat there with his legs pulled up to his chest as he stared at the ground.

In that moment, Tony realized how tired Steve actually looked. The bags under his eyes were evident and the exhaustion was plain on his face, even if he tried to hide it.

"What's going on, Cap?" Tony asked, not demandingly, but just as a friendly offer.

"You know, that's that first time I heard you offer anything," Steve chuckled.

"Don't you go changing the subject," Tony shook his head. "Talk to me."

"Back there... when that woman played with our heads... I was back in my time. I was back with _her_ and everything felt so real and so right... It actually felt like I belonged somewhere, somewhere I actually fit in," Steve confessed. "Then I wake up back here and it's just a big slap in the face. All those emotions I thought I was over, they all came crashing back and I guess I just wasn't prepared for it."

"Yeah, that's something you'll never get used to," Tony sighed.

"You sound like you're speaking from experience," Steve noted.

"Well, when you see as many things that I have, you'd understand," The billionaire replied, even if it didn't make any sense.

There was a moment of silence before the soldier asked in a kind voice, "What'd she show you, Tony?"

"Something you wouldn't like," Tony sighed.

"That's not good enough," Steve shook his head. "It's eating you up, Tony. Everyone's worried about you. I mean, creating Ultron without telling anyone, without telling the team... It's just... something that powerful... Tony, that doesn't seem like something you'd do out of the blue."

"And how would you know?" Tony raised an eyebrow at him.

"Because even though you think differently, I _do_ care about you, Tony. Jesus, yes we fight and sometimes its over stupid things, but that's what brothers do, that's what _family_ does. We fight, but we get over it." Steve looked at him with sincerity in his eyes.

"Steve, I _can't_ talk about it," Tony shook his head, something close to panic in his voice. "If I talk about it, then..."

"It becomes real?" Steve supplied, understanding in his voice.

Tony just nodded, looking away to stare at the ground.

"I won't force you to tell me, Tony, it was just an offer," Steve reassured the billionaire. "Thought it'd help you try to sleep."

Tony sighed and just laid back down in the grass to continue looking at the sky. Steve never left his side as he also laid back down next to him. There was a long stretch of silence before Tony cracked.

"I saw death..." Tony confessed as he sat up once more, pulling his legs to his chest. "Destruction... All of you were laying in heap of debris. Hulk had arrows in his back... Natasha... Clint... Thor... you... You all were _dead_ , Steve."

Tony heard Steve sit up once more and a gentle hand was placed on his shoulder. "Tony..."

"Your shield was broken in half, which I didn't even know was _possible_. I went to check your pulse, your body was the closest... Your hand shot up to grab my wrist and you said I could've saved all of you, but I _didn't_... You died right in front of me and I couldn't stop it," Tony finished, his voice quivering as he fought back emotions.

"So you created Ultron," Steve finally understood.

"I was scared, alright? Is that what you wanted me to say?" Tony spat out, more in sadness than in spite. "I just thought... maybe if I did something now then I could prevent it from happening. I didn't want to lose any of you. If you guys died and it was my fault... I wouldn't be able to live with it."

"Tony, whatever happens to any of us isn't your fault," Steve said. "When we signed up for this job, we knew the consequences, meaning that we are responsible for whatever happens to us. No one else is responsible for the decisions we make. God, Tony, why didn't you just tell us?"

"Hate to break it to you, but I'm not entirely the type of person that whines about their feelings," Tony retorted.

"Then why talk to me now?" Steve raised a questioning eyebrow at him.

Tony sighed, "'Cause you're _you_. Maybe some part of me thought that you of all people would understand? Maybe part of me wished that you wouldn't judge me for the actions I made? I didn't make them blind, Steve."

"I know," Steve replied. "You created Ultron with good intentions, but it went sour. You can't predict those things happening."

"But I should've been able to," Tony shook his head. "Now it's my fault all of this is happening. I need to do this, I need to stop him."

"And we will," Steve tightened his hand on Tony's shoulder in a comforting gesture. "But you're not gonna be of any use if you don't get some rest."

"I can't sleep though," Tony's shoulders slumped in defeat. "Every time I close my eyes..."

"Your mind is always gonna be your worst enemy," Steve told him. "But sometimes you just have to embrace it and know that it's _okay_ to be afraid. Just know that you're not alone in this world, Tony. You have us. You always will. Now, come on, why don't we get back to bed and see if we can catch a few more hours?"

Steve stood up and offered a hand to Tony, who accepted it and was hoisted to his feet. It was a silent walk back to their shared bedroom, but this time, it was a comfortable silence. And when Tony crawled back to bed and Steve resumed his spot at the floor beside Tony, the billionaire let the soldier's soft snores lull him into a dreamless sleep.

* * *

 **I don't exactly know what caused me to write this. Maybe it was because I rewatched AoU with a friend in anticipation for Infinity War coming out in May, but something was bugging me about Tony's "vision". It seemed like something that would haunt his dreams and I figured it's an excuse to write some Tony Whump! I love Steve and Tony's bromance. They're brothers in everything but blood and I think Tony really needed a conversation like that, just to remind him that he wasn't alone. That everyone has their baggage.**

 **Anyways, with all that aside... Was it good? Was it bad? Feel free to let me know!**


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